Rumble Inc.

Except as set forth below, there have been no material changes to the risk factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024. You should carefully consider the risks, uncertainties and cautionary statements described therein, together with the other disclosures in this Quarterly Report on Form 10-Q and in our other public filings with the SEC. Any such risks and uncertainties, as well as risks and uncertainties not currently known to us or that we currently deem to be immaterial, may materially adversely affect our business, financial condition and operating results.

Risks Related to Our Business

Prolonged or escalating trade disputes could materially and adversely affect our business, financial condition, and results of operations.

Our business, operations, and financial condition may be adversely affected by ongoing trade disputes, including tariffs, trade restrictions, and other protectionist measures imposed by governments globally. While we do not directly engage in the importation or exportation of goods, we operate within a complex global ecosystem that is highly sensitive to disruptions caused by trade conflicts. These disputes could lead to increased costs, supply chain disruptions, and reduced demand for our products and services, even though our operations are primarily service-based. Trade disputes may result in higher costs for hardware, components, or software services provided by our suppliers, who may face tariffs or other trade barriers and are likely to pass these costs on to us. Additionally, trade disputes may disrupt the global supply chains on which our partners or customers rely, potentially reducing advertising spend and delaying the development, deployment, or adoption of our cloud technology solutions. Trade disputes may also contribute to broader economic uncertainty, including inflationary pressures, currency fluctuations, or reduced global investment in advertising and technology, leading to decreased demand for our advertising and cloud offerings, as customers seek to reduce costs. Geopolitical tensions arising from trade conflicts could also result in regulatory changes, such as export controls or data localization requirements, which may increase our compliance costs or restrict our ability to operate in certain markets.

The unpredictable nature, duration, and severity of trade disputes make it difficult to mitigate their impact fully. Prolonged or escalating trade disputes could materially and adversely affect our business, financial condition, and results of operations.

Risks Related to the Legal and Regulatory Environment in Which We Operate

Transition to Large Accelerated Filer status will require additional resources and exposes us to additional risks.

As a result of our public float exceeding the threshold established by the SEC, we will become a large accelerated filer as of December 31, 2025. This transition will subject us to more stringent reporting and compliance obligations, including shorter deadlines for filing periodic reports, such as our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and increased scrutiny of our internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Act. Compliance with these heightened requirements will require significant additional resources, including increased management time and attention, as well as higher legal, accounting, and other professional fees. The transition to large accelerated filer status may strain our financial and operational resources, particularly if we are unable to scale our systems, processes, and internal controls effectively to meet these obligations. Any failure to comply with these requirements in a timely or accurate manner could result in regulatory penalties, reputational harm, or a loss of investor confidence, which could adversely affect our stock price and our ability to raise capital in the future. Additionally, the increased demands of compliance may divert management’s focus from other strategic and operational priorities, potentially impacting our business performance.